Legal Letter of Confirmation

LEGAL LETTER OF CONFIRMATION

This Legal Letter of Confirmation (the Letter) is entered into as of Effective Date: by and between Confirming Party Name: with principal address at , and Recipient Party Name: with principal address at .

RECITALS

WHEREAS, Confirming Party Name: and Recipient Party Name: have engaged in discussions and have reached an understanding regarding the subject matter described below; and

WHEREAS, the parties desire to memorialize certain factual confirmations, obligations and the terms upon which the parties will place reliance, and to confirm the parties' intentions as of the Effective Date.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. CONFIRMATION

1.1 Confirmation of Facts. Confirming Party hereby confirms to Recipient Party that the statements, representations and material facts set forth in the attached description (Confirmed Terms) are true, accurate and complete as of the Effective Date, except as expressly disclosed in writing and signed by both parties.

2. EFFECTIVE DATE AND TERM

2.1 Effective Date. The Effective Date for the confirmations and obligations set forth in this Letter is the date set forth above. If a specific contractual or operative date is required to be confirmed, that date is: .

3. REPRESENTATIONS AND WARRANTIES

3.1 Mutual Representations. Each party represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation; (b) it has the full corporate or organizational power and authority to enter into and perform this Letter; and (c) the execution and delivery of this Letter and the performance of its obligations will not violate any agreement or order binding on it.

3.2 Confirmation of Authority. The individual signing on behalf of each party hereby warrants that he or she is authorized to execute this Letter on behalf of such party and to bind such party to the terms hereof.

4. CONFIDENTIALITY

4.1 Confidential Information. The parties acknowledge that information exchanged in connection with the matters confirmed herein may be confidential. Each party shall treat such information as Confidential Information and shall use it solely for the purpose of implementing and relying upon the confirmations set forth in this Letter, and shall not disclose such information to any third party except as required by law.

4.2 Duration. The obligations of confidentiality set forth in this Section 4 shall remain in effect for a period of years from the Effective Date, unless otherwise agreed in writing.

5. RELIANCE; NO THIRD-PARTY BENEFICIARIES

5.1 Reliance. Recipient Party may rely upon the confirmations and representations made herein for the limited purpose of the transactions or actions described in the Confirmed Terms. Such reliance shall be reasonable and in accordance with customary standards for the subject matter.

5.2 No Third-Party Beneficiaries. Except as expressly provided herein, this Letter is for the sole benefit of the parties and their permitted successors and assigns and is not intended to confer any rights or remedies upon any other person or entity.

6. INDEMNIFICATION

6.1 Indemnity. Each party shall indemnify, defend and hold harmless the other party from and against any and all claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of any material breach of the representations, confirmations or warranties made by the indemnifying party in this Letter.

7. REMEDIES; LIMITATION

7.1 Remedies. The remedies provided in this Letter are cumulative and not exclusive of any remedies provided by law or equity. Nothing in this Letter shall limit a party's right to seek injunctive relief or specific performance.

7.2 Limitation. Except for breaches involving willful misconduct, fraud or breaches of confidentiality, neither party shall be liable for incidental or consequential damages arising solely from the confirmations provided herein.

8. NOTICES

All notices required or permitted hereunder shall be in writing and shall be delivered by hand, nationally recognized overnight courier, or certified mail (return receipt requested) to the addresses set forth below or to such other address as a party may designate by notice to the other in accordance with this Section.

9. AMENDMENT; WAIVER

9.1 Amendment. This Letter may only be amended, modified or supplemented by an agreement in writing signed by duly authorized representatives of both parties.

9.2 Waiver. No failure or delay by either party in exercising any right or remedy under this Letter shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude other or further exercise of that or any other right.

10. GOVERNING LAW

This Letter and any dispute arising out of or relating to it shall be governed by and construed in accordance with the laws of the State/Province specified below, without regard to conflicts of law principles.

11. ENTIRE AGREEMENT; SEVERABILITY

11.1 Entire Agreement. This Letter constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

11.2 Severability. If any provision of this Letter is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

12. COUNTERPARTS

This Letter may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed original signatures.

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